Joseph Del Guercio

About Joseph A. Del Guercio

Independent director (since 2023), age 53. He is slated to chair the Audit Committee and serve on the Nominating & Corporate Governance Committee following the 2025 annual meeting, and continues as a member of the Compensation & Human Capital (CHC) Committee; he served on the Special Committee in 2024-2025. Background: President & CEO of Clark Enterprises, President & CEO of the A. James & Alice Clark Foundation, and Managing Director of CNF Investments with prior investment banking roles at Robertson Stephens and Goldman Sachs. The Board has determined he is independent and an “audit committee financial expert,” meeting Nasdaq financial sophistication requirements .

Past Roles

External Roles

Board Governance

Fixed Compensation (Director)

Annual structure (non-employee directors, FY2024):

• Cash retainers: $90,000; Lead Director +$25,000; Governance Chair +$5,000/Member $2,500; CHC Chair +$5,000/Member $2,500; Audit Chair +$10,000/Member $5,000; Special Committee +$82,000–$120,000 per member. Annual equity retainer: RSUs valued at $150,000; no meeting fees .

2024 actuals (Mr. Del Guercio):

Notes:

• Standard director RSU grant: 84,269 RSUs on June 6, 2024 at $1.78 close, representing the $150,000 equity retainer (applies to directors generally) .
• Mr. Del Guercio also elected to receive a portion of cash fees in RSUs: 15,127 RSUs on July 3, 2024 at $1.57; these RSUs vested and settled immediately on grant .

Performance Compensation (Director)

• The proxy does not disclose director performance-vested equity or quantitative performance metrics for director pay; grants are time-based .

Other Directorships & Interlocks

Expertise & Qualifications

• Finance/M&A and investing expertise from roles at Clark Enterprises/CNF Investments; prior investment banking at Robertson Stephens and Goldman Sachs .
• Board-designated “audit committee financial expert”; satisfies Nasdaq “financial sophistication” .
• Brings strategic planning and acquisitions experience (LPL Financial Services) .

Equity Ownership

Additional alignment/governance points:

• Anti-hedging/anti-pledging: Directors are prohibited from pledging company stock or engaging in hedging (e.g., shorts, options) .
• Section 16 reporting: One late Form 4 for Mr. Del Guercio in 2024, as noted in the proxy’s Section 16(a) compliance disclosure .

Governance Assessment

Strengths

• Audit Committee Chair with formal designation as audit committee financial expert; strong finance/M&A background supports audit and risk oversight .
• 100% attendance at Board and committee meetings; signals engagement and reliability .
• Ownership alignment via equity election (took portion of cash fees in RSUs) plus standard annual equity retainer .
• Special Committee participation during a critical credit and capital structure period indicates high-involvement governance in risk-sensitive matters .

Watch items / Potential risks

• Controlled company governance: Post-AGM the company will rely on the Nasdaq “controlled company” exemption for majority-independent board; while committees remain fully independent, reduced board independence can be a negative governance signal for some investors .
• Section 16 timeliness: Late Form 4 in 2024 is a process lapse (company also notes other late filings); not uncommon at newly public/transitioning issuers but worth monitoring .
• Special Committee designations tied to counterparties (AECOM, BHSI): While populated by independent directors, the designation model underscores lender/partner influence during restructuring/credit events; ensure continued independence and clear charters/recusals on conflicted matters .

Director compensation structure observations

• Mix includes fixed cash and time-based RSUs; no performance-vested equity for directors, which is standard but limits direct pay-for-performance linkage at the director level .
• Additional cash retainers for committee roles and Special Committee service are explicitly disclosed; Mr. Del Guercio’s equity-in-lieu election increases alignment versus straight cash .

Attendance detail (2024 context)

Director fee schedule (for benchmarking)

RED FLAGS

• Reliance on controlled company exemption for majority-independent board (post-AGM) .
• Late Section 16 filing for Mr. Del Guercio in 2024 .

No related-party transactions involving Mr. Del Guercio are disclosed in the proxy; the company maintains a Related Party Transaction Policy with Audit Committee review and mandatory recusals on interested matters .